No Balls 7"

"No Balls is usually Drajan Bryngelsson and Dan Råberg from Brainbombs but this 7” is just Drajan. Monotonous protopunk with some No Wave hints. Drums and guitars. Some vocals and trumpets occasionally. The sound is raw, intense and in your face. Kind of like a mix of Ruins, DNA and Brainbombs." This 7" came to me a few days ago. Paid 15 dollars to ship from Sweden on an whimsical guess that it would be great; Brainbombs are one of my favorite bands. The record is okay, I thought it was a little boring but if you're into repetitive, sludgy, noise rock; it's worth a listen. 7" is sold out, but a No Balls LP is out soon on Release The Bats(pre-order here).

download here.

SEC Issues New Guidance on "No-Action" Requests Relating to Risk and CEO Succession

On October 27th the SEC issued a Staff Legal Bulletin providing guidance for companies and shareholders on risk and succession planning.

Shareholder Proposals Related to Risk

In the past, the SEC had determined that shareholder proposals relating to the evaluation of risk could be excluded from a company's proxy materials because the SEC believed the matter was related to a company's ordinary day-to-day business operations.

In their bulletin issued yesterday, the SEC stated, "we have become increasingly cognizant that the adequacy of risk management and oversight can have major consequences for a company and its shareholders. Accordingly, we have reexamined the analysis that we have used for risk proposals, and upon reexamination, we believe that there is a more appropriate framework to apply for analyzing these proposals.

...Rather than focusing on whether a proposal and supporting statement relate to the company engaging in an evaluation of risk, we will instead focus on the subject matter to which the risk pertains or that gives rise to the risk.

...In those cases in which a proposal's underlying subject matter transcends the day-to-day business matters of the company and raises policy issues so significant that it would be appropriate for a shareholder vote, the proposal generally will not be excludable under Rule 14a-8(i)(7) as long as a sufficient nexus exists between the nature of the proposal and the company.

...In addition, we note that there is widespread recognition that the board's role in the oversight of a company's management of risk is a significant policy matter regarding the governance of the corporation. In light of this recognition, a proposal that focuses on the board's role in the oversight of a company's management of risk may transcend the day-to-day business matters of a company and raise policy issues so significant that it would be appropriate for a shareholder vote."

Shareholder Proposals Related to CEO Succession Planning

In the past the SEC has allowed Companies to exclude proposals relating to CEO succession planning because the proposals related to the termination, hiring or promotion of employees. Similar to the change in policy relating to risk, the Commission feels that this issue transcends the Company's day-to-day operations and will take the view that a Company may not rely on Rule 14a-8(i)(7) to exclude a proposal that focuses on CEO succession.

In their bulletin the SEC stated, "One of the board's key functions is to provide for succession planning so that the company is not adversely affected due to a vacancy in leadership. Recent events have underscored the importance of this board function to the governance of the corporation. We now recognize that CEO succession planning raises a significant policy issue regarding the governance of the corporation that transcends the day-to-day business matter of managing the workforce. As such, we have reviewed our position on CEO succession planning proposals and have determined to modify our treatment of such proposals."

To read the SEC's bulletin click here.

To read a legal alert on the matter issued by Gibson, Dunn & Crutcher click here.

Company Agrees to Reimburse Activist Investors

According to an article in today's WSJ, HealthSouth Corp. will become the first US business to reimburse activist investors' "reasonable expenses" if they are successful in replacing Company Directors through proxy contests.

Click here to read the article.

In their press release, HealthSouth stated, "HealthSouth believes there is a close correlation between good governance and good performance," said Jon F. Hanson, non-executive Chairman of the Board. "By reimbursing shareholders under certain conditions for reasonable expenses relating to director nominations, we believe we will further enhance director accountability and permit shareholders to have a greater say in the running of their company. This far-reaching amendment to our Bylaws will be good for our shareholders, our Board and our Company."

Click here to read HealthSouth's press release

Minutemen - Buzz Or Howl Under The Influence Of Heat

With "Buzz Or Howl" the Minutemen cement themselves as the funkiest band in 80's hardcore (tho one could make a argument for the Big Boys).  Really hitting their stride this album is a great setup to the quintessential  "Double Nickels On The Dime". Taking a cue from Wire the Minutemen play some very oddly structured songs, for example, "Dream Told By Moto" which finds Mike Watt and George Hurley showing off why they are the tightest rhythm section in town, and just when you think its just going to be them jamming for the duration of the song, D. Boon chimes in for a single sentence about what he's going to do when WWIII starts, before the song fizzles out... awesome. This record shouldn't be that hard to track down, but you could always buy it from SST. Quit slacking and download this.

Download Here

Bastard - Wind of Pain

The second, and last release from the crust/hardcore band BASTARD from Japan. Wind of Pain (1990) is possibly the hardest record of its time. I am just now getting into Japanese hardcore and realizing that it is probably some of the best stuff that is/was out there. If you haven't listened to this yet, you have to. Legendary band, best record, however Controlled In The Frame isn't bad. After the first time you hear this record, every time it is brought up you will think "MISSSELLLLYYYY"

download

September Activist Investments - 28 Companies Targeted

Below is a summary list of 28 companies targeted by 33 shareholder activists during September.

This information was extracted from Hedge Fund Solutions' Catalyst Equity Research Report(TM), a free in-depth weekly research on activist investments.

Click Here to subscribe to the FREE report.

This report is sponsored by a number of firms with expertise in the activist investing space.



Legal Advisers:
Olshan Grundman Frome Rosenzweig & Wolosky
Schulte Roth & Zabel
Lowenstein Sandler

Proxy Solicitors:
Georgeson
Innisfree M&A
MacKenzie Partners
Laurel Hill Advisory Group
The Altman Group

Ticker	Company	Investor
ARCW	Arc Wireless Solutions	Brean Murray Carret Group
ASCMA	Ascent Media Corp	GAMCO Investors
ATGN	AltiGen Communications	Norman Pessin
BITS	BitStream Inc.	Raging Capital
BKBO.OB	BakBone Software Inc	VantagePoint Venture Partners
BLDR	Builders FirstSource Inc	JLL Partners; Warburg Pincus
BLDR	Builders FirstSource Inc.	Stadium Capital Management
CLHI.PK	CLST Holdings	Red Oak Partners
CNSO.OB	CNS Response Inc	Leonard Brandt
DCS	Claymore Dividend & Income Fund	Bulldog Investors
DITC	Ditech Networks	Lamassu Holdings
EFII	Electronics for Imaging Inc	Blum Capital
FACT	Facet Biotech Corp	Baupost Group
FACT	Facet Biotech Corp	Biotechnology Value Fund
GLOB.OB	Global Med Technologies	Victory Park Capital
HBRF.OB	Highbury Financial	Peerless Systems
IMMR	Immersion Corp	Ramius Capital
KONA	Kona Grill Inc	BBS Capital Management
MINI	Mobile Mini Inc.	Shamrock Activist Value Fund
NFL	Nuveen Insured Florida Premium Income Municipal Fund	Western Investments
PCC	PMC Commercial Trust	REIT Redux LP
PFIN	P&F Industries	Timothy Stabosz
PPM	Investment Grade Municipal Income Fund	Western Investment
PRKA.OB	Parks! America, Inc.	Edla Family Limited Partnership
SCSS	Select Comfort Corp	Clinton Group
TESO	Tesco Corporation	LRP V Luxembourg Holdings
TICC	TICC Capital Corp	Raging Capital Management
TXI	Texas Industries Inc	Southeastern Asset Management
TXI	Texas Industries Inc	Nassef Sawiris
UAHC	United American Healthcare Corp	Strategic Turnaround Equity Partners
UAHC	United American Healthcare Corp	Lloyd Miller
VXGN.OB	VaxGen Inc	Steven Bronson

Condominium - Barricade

Third 7" from Twin Cities' uncertainty, Condominium. Of the three 7"s, this is really the best one. With each release Condominium keep moving their sound away from traditional 'hardcore' evolving into more noise, more impression, and more singularity. Two songs on this 7". First song, Barricade, is the best thing I've heard from these guys. Entirely powerful and louring. Drunks With Guns and Kilslug are here. The B side "Big Plans" is a "A sparse, laid back jam that brings to mind Black Flag and The Jesus Lizard in its winding, ugly guitar riffs, and lurching rhythms." I really can't stay enough good things about this band. Brought to you by Fashionable Idiots. I don't see this selling out any time soon. Buy a copy for you and your friend(s).

download here.

Ecoli - Judas Cradle

First real 7" from Ecoli. San Francisco's noisy, deranged, hardcore band. Released on Stress Domain records; also put out the vinyl for Ecoli's demo a few years ago. Think Void, Koro, and ripping early 80s USHC plus the wackiness of the Meat Puppets. This is one of the best and most ingenious things I've heard this year. Members of Nightstick Justice, Warkrime, Migrane, and more. Sold out for the most part. Check Grave Mistake for final copies. Upcoming cassette on Drone Errant. Enjoy.

download here.

Raw Nerve - Teens In Heat

Raw Nerve's first time on wax after putting out that demo a few months ago (here if you missed it). Released by Video Disease Records last week during the MKU reunion show extravaganza last week. I guess all 300 copies are now sold out? The record is great. Lots of Void worship, just like the Demo. Record is menacing throughout, plus weirdo Meat Puppets vocals. 4 Songs. One from the Demo, Two new songs, and a X-Ray Spex cover. I guess a few copies will be sold in the next YA! store update; Contact Video Disease to see where these puppies may be hiding. LP on Youth Attack due early next year. Looking forward to more covers.

download here.

Fugazi - In On The Kill Taker

For as much as I love the simple power chords, oompa oompa beats and rough production values of early 80's hardcore punk (easily my favorite genre) my favorite bands don't really share any of those qualities, Fugazi being a good example of that. Fugazi, made up of DC veterans Ian Mackaye, Guy Picciotto, Brendan Canty and Joe Lally, play hardcore that doesn't shy away from experimentation. In On The Kill Taker (their best album if you ask me) brings MacKaye and company back to the early 80's with songs like Great Cop, which could almost be a Minor Threat song. Of course you can buy this (recently remastered) from Dischord Records, or pretty much anywhere else. 

Download Here. 

SEC Commissioner Elisse Walter's Speech on Proxy Access - Oct 2, 2009

Excerpt from Commissioner Walter's speech
48th Annual Corporate Counsel's Institute
Northwestern University School of Law
Chicago, Illinois
October 2, 2009

...We received over 500 detailed and thoughtful comment letters that in the aggregate (and in some cases individually) address the over 100 questions we asked in our proposing release. And yes, we are, as always, carefully reading all of these responses — most of them, more than once. The comment letters raise a number of complex issues, including issues related to the workability of various aspects of our proposal. We are very thankful to the corporate community for taking the time to share its knowledge and experience with us.

Many comment letters also suggest strongly that we should allow shareholders to change their companies' access rules and, in particular, that shareholders should be permitted to approve provisions that may be more restrictive than those we've set in proposed Rule 14a-11-even provisions that deny shareholder access to the company's proxy statement. As my thinking about our proposed approach evolves, I am giving careful consideration to whether our rule needs any adjusting to address these concerns. I must say, however, that I have a less favorable reaction to those who suggest that directors should also have that unfettered choice.

As with all our rulemaking, we are committed to conscientiously and deliberately considering the comments and suggestions, which will — especially given the other items on our rulemaking agenda — take time. We are working diligently to make sure we understand all of the advantages and disadvantages of our proposed approach and the different parameters we set. And, at this stage in our review process, I have doubts that we will be in the position to make a truly informed judgment about these rules and be able to take final action in November (as some have speculated). Although I can't give you a definitive date, I expect we will likely move forward and consider an adopting release sometime in early 2010.

This means of course that final rules are not likely to be in place at the beginning of next year's "proxy season." To me, that timing is not ideal; however, given the complexity of this issue, I believe it is critical that we take the time we need to produce the best final product. Excellence should triumph over speed...

Click here to read the entire speech.

No Proxy Access until 2010

We understand that SEC Commissioner Elise Walter has confirmed at a Northwestern Conference that the SEC will delay Proxy Access until 2010, but will cover disclosure of qualifications and risks this year. Stay tuned for more.

Activist Investors Bounce Back

By David Walker
Of FINANCIAL NEWS

Activist hedge fund investors, whose strategy was one of the worst hit in the financial crisis, have achieved a sharp turn round in performance in recent months, and are now heading for their best year on record.

Although some activists have continued to lose money, the average fund returned 29.23% in the eight months to the end of August, according to the latest figures for the activist hedge fund investable index introduced this year by data provider Hedge Fund Research. Among those showing strong returns, U.S. manager Greenlight Capital was up 21% for the first eight months while U.S. rival Third Point was up 14% in the first seven months, according to investors.

The returns for this period are activists’ best since at least 2005, the earliest date for which the index provides performance data. They outpaced equity markets and all but one other hedge fund strategy.

Click here to read the entire article at WSJ.com (subscription required)

As of market close on September 30, 2009 Hedge Fund Solutions' portfolio of companies highlighted in their Catalyst Investment Research(TM) posted an 11.4% increase in value for the four companies that have yet to realize a "catalyst" and an average 60.0% increase in value for the companies where a catalyst has been realized (catalysts have been achieved within an average 37 days).

Review the Catalyst Investment Research portfolio performance.

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